This book outlines Whitman’s approach to business and security analysis that departs from most conventional security analysts. This approach has more in common with corporate finance than it does with the conventional approach. The key factors in appraising a company and its securities: 1) Credit worthiness, 2) Flows—both cash and earnings, 3) Long-term outlook, 4) Salable assets which can be disposed of without compromising the going concern, dynamics, 5) Resource conversions such as changes in control, mergers and acquisitions, going private, and major changes in assets or in liabilities, and 6) Access to capital.

Offers the security analysis value approach Martin Whitman has used successfully since 1986Details Whitman’s unconventional approach to security analysis and offers information on the six key factors for appraising a companyContains the three most overemphasized factors used in conventional securities investing

Written by Martin J. Whitman and Fernando Diz, Modern Security Analysis meets the challenge of today’s marketplace by taking into account changes to regulation, market structures, instruments, and the speed and volume of trading.

Table of Contents

PART ONE The Foundations of Modern Business and Security Analysis 9CHAPTER 1 The Scope of Fundamental Finance, Investing, and the Investor Landscape 11CHAPTER 2 A Short Introduction to the Going Concern and Resource Conversion Views of Businesses 19CHAPTER 3 Substantive Consolidation and Structural Subordination 27CHAPTER 4 The Substantive Characteristics of Securities 43CHAPTER 5 Primacy of the Income Account or Wealth Creation? What Are Earnings, Anyway? 57CHAPTER 6 Net Asset Value: The Static and Dynamic Views 69CHAPTER 7 Creditworthiness 103CHAPTER 8 What Matters Is Investment Risk 119CHAPTER 9 Shareholder Distributions from the Company Point of View 131CHAPTER 10 Roles of Cash Dividends in Security Analysis and Portfolio Management 143CHAPTER 11 The Appraisal of Managements and Growth: GARP versus GADCP 159CHAPTER 12 The Significance (or Lack of Signifi cance) of Market Performance 173CHAPTER 13 How Much Diversification? 185CHAPTER 14 Toward a General Theory of Market Efficiency 193

PART THREE Real-World Considerations 295CHAPTER 19 Uses and Limitations of Financial Accounting 297CHAPTER 20 Company Disclosures and Information: Following the Paper Trail in the United States 321CHAPTER 21 Buying Securities in Bulk 337

PART FOUR Understanding Resource Conversion 347CHAPTER 22 A Short Primer on Resource Conversion 349CHAPTER 23 Restructuring Troubled Companies 369CHAPTER 24 The Role of Government in Reorganizations 393

PART FIVE Active Investors Buy and Sell Common Stocks on an Advantageous Basis 401CHAPTER 25 The Economics of Private Equity Leveraged Buyouts 403CHAPTER 26 The Use of Creative Finance in a Corporate Takeover 415CHAPTER 27 The Use of Creative Finance to Benefit Controlling Stockholders 433

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